TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 4 CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

Evaluation in 2017 Procedure: external evaluation conducted by Spencer Stuart under the recommendation of the Nominations and Governance Committee. Themes: membership, missions and operation of the Board of Directors and of the committees and the contribution of the committees to the Board of Directors’ activities and Directors’ personal development. Result and analysis by the Nominations and Governance Committee, then by the Board of Directors: Overall, the appreciation is positive, 78% of Board Members believing Board effectiveness has improved over the years. The Board is considered relatively young, very engaged and conscious of its responsibilities, with Directors having a positive attitude with the management. However, the Board could gain some more efficiency in the way it works. Areas for improvement: Strategy Committee could spend more time in challenging the portfolio activities; ■ Board could be engaged earlier on a set of decisions; ■ Talent management and succession process should be more discussed; ■ Follow up on decision making should be systematic; ■ More executive sessions. ■ Following this external assessment, the Board of Directors immediately defined an action plan in order to implement the issues raised by Spencer Stuart. For example, it has already address the issue relating to (i) the lack of challenge to the portfolio activities by performing a thorough review of the portfolio activities or relating to (ii) the lack of succession plan which is now being implemented and (iii) the lack of executive sessions, which are now almost systematic.

Chairman of the Board’s 4.1.2.4 missions and achievements in 2017 Since his appointment as Chairman of the Board of Directors, effective February 27, 2017, Mr. Bruce Hack was vested with additional powers, in addition to those vested by law. In the framework of this governance change, the Internal Board Regulations were amended to reflect these additional powers,explained in Chapter 4 “Corporate Governance and Compensation”, section 4.1. “Corporate Governance” and paragraph 4.1.2.2 “Organization of Board of Directors’ works – Internal Board Regulations” of this Registration Document. In 2017, in addition to the powers vested to him by the law and within the scope of his additional powers, the Chairman of the Board: effectively led the six Strategy Committee’s meeting as well as the ■ other strategy discussions held during the year for which all Directors received an exceptional Directors’ fee due to their number and intensity;

engaged regularly in discussions with General Management on ■ various subjects at their proposal; closely followed-up the external assessment of the Board of ■ Directors performed in 2017. Composition and activities of 4.1.2.5 the Board committees [G4-34] [G4-42] [G4-47] [G4-50] [G4-52] GRI The composition of the Board committees was reviewed by the Board of Directors on February 22, 2017, in the frame of the appointment of Mr. Bruce Hack as Chairman. The Audit Committee AMF’s report on Audit Committees The Company refers to the AMF’s report on Audit Committees issued on July 22, 2010 to prepare this report.

99

TECHNICOLOR

REGISTRATION DOCUMENT 2017